HOUSTON — Shawn Kemp is standing next to his car, a Dodge Magnum RT with Oregon plates and 24-inch chrome rims and windows tinted black. He's strapping 25-pound weights on each ankle. Dressed head-to-toe in swooshes — Jordan socks, Nike Shox and red and white shorts — he shoves two American flags into the ground at George Bush Park. His hill awaits. But why the flags?

"This is the American dream,'' Kemp says.

The hill stretches about a quarter mile in each direction, its summit equidistant between two green gates. The sun beams from the diamonds in each earlobe. Kemp takes a slug of water.

It's time to head back toward the top.

Readying for a return

Kemp's house is a five-minute drive from the park, tucked into a swanky neighborhood called Lakeside Parkway. There's a pool with a Jacuzzi and a waterfall in the backyard, four cars — the Dodge, a Hummer H2 with spinning rims, an Escalade EXT 300 and a Chrysler REMI — in the driveway, a bright red Vespa scooter in the garage and a pit bull puppy running around the house

It's clear that, at 35, Kemp never has to work again. So why is he heading toward his "sweatbox" and closing the garage door? Why is he balancing on a yellow ball, lifting a medicine ball overhead and grimacing through hundreds of crunches? Why is he jumping rope, lifting weights and trimming the fat? "I'm going to play again,'' Kemp says, speaking in depth publicly for the first time since he retired two years ago after a 14-year NBA career. "And if I'm going to play again, there's only one way to do it. The right way. On my own.''

Kemp says this isn't about the money. It's about the way his legacy has been defined. You look at him and see a troublemaker, a baby factory, a talent unfulfilled. More than once, Kemp says he doesn't care what anybody thinks. And yet he cares so much, he's willing to leave the Cribs-style house and lavish lifestyle for all the things that dragged him to the bottom.

Here's how he got there. Here's Shawn Kemp in 2003, too fat to look at himself in the mirror. Here's Shawn Kemp, quitting with two years remaining on his contract.

"Don't even call me about no basketball,'' Kemp told his agent, Tony Dutt.

The fall was hard. When he left the Sonics in 1997, he jumped like his shoes were made of Flubber. But by the spring of 2001, Kemp checked himself into a rehabilitation facility for cocaine abuse. His weight had ballooned to 317 pounds from the 260 he carried in Seattle. Kemp returned from the NBA lockout in 1998 so heavy his coaches in Cleveland worried about a heart attack. Kemp says he'd still be an All-Star if the lockout never happened.

He's finally talking now, rain clouds hovering above the Reign Man. He looks trim, close to the player Seattle remembers. Gone are the rolls of fat and double chin that defined him later, replaced by definitions in muscle fast returning. He's talking fast, animated, gesturing with arms spread wide to make his points. There's a reason, an excuse, for everything that happened.

And then, at the end of every explanation, Kemp places the blame squarely on his shoulders. It's tough to gauge where he wants that blame to go — on the events he says conspired against him or on himself.

"You see, I never blamed anybody for any of this,'' Kemp says. "I put my own self in the dirt.''

Changing a legacy

Why come back? Because this isn't how Shawn Kemp wants to be remembered.

Kemp views his descent differently than you might. Kemp sees the growth — with family, with financial security, with, most important, himself. You see a guy who can't stay out of trouble, and all the images his name conjures.

Maybe you read the 1998 Sports Illustrated cover story that said Kemp fathered at least seven children by six different women. Probably knew, too, that he gained a small child's worth of weight, went to rehab, sued Reebok and was arrested in Shoreline this past April when small amounts of marijuana and cocaine were found in his car.

You might recall he clashed with George Karl in his final season with the Sonics, showing up late to practices, missing team flights and fretting over contract issues. You know how he's remembered — as a player who could have been one of the best ever. But isn't.

"The perception is what they read about,'' Kemp says. "And what you read about isn't going to be very positive. I'm not trying to come back and change the perception of what people think about me. They can think what they want to, man.

"People obviously don't really know me.''

Not that he wants you to. Kemp hates attention, hates the camera, hates this daylong interview in and around his Houston home. Kemp says he's not comfortable in the spotlight, that he's not Charles Barkley. He says this more than once. Because of that, Kemp believes there's a disconnect between the person that he is and the person that you know.

Kemp says he doesn't have to prove himself to you. Certainly not through the media. But then he switches gears again, talking about how this comeback could boost him into the Hall of Fame and rewrite the ending to his basketball career. He doesn't have to prove anything to anybody, he says, but his words suggest he's trying anyway, trying to change the definition of Shawn Kemp.

That's what this comeback is about. Proving to the NBA he's changed. Proving to himself that he belongs among the elite. Proving that the world's perception of Shawn Kemp is different than reality.

"It's tough as hell to be good,'' he says. "By me stepping out of my contract a couple years ago, if that don't prove heart, I don't know what else does. I didn't have to do anything. But I don't want to disrespect the game of basketball.''

He has the money, the family, the house. So why doesn't Kemp just go away?

A family man

Why come back? Because Kemp's life is finally in order. He left the game of basketball, left the hill entirely and found something more important — himself.

He's married now, to Marvena Kemp, a woman he calls the family's backbone. Kemp first spotted her on a basketball court and introduced himself at a 7-Eleven near the Seattle Center later that day. They were friends for years before they dated and nearly a decade before they married.

As always, Kemp's reputation precedes him.

"It took me awhile [to get her to say yes],'' Kemp says. "She was ready for me to change my lifestyle around.''

Their three sons — Jamir,10, Jamar, 8, and Jaman, 4 — live year-round with Marvena and Shawn in their two homes, one in Houston and one in Washington, in Maple Valley. Kemp won't discuss his other children or even how many he has, other than to say he has never missed a child-support payment, and he won't let his wife be interviewed.

It's a strange sight, seeing Shawn Kemp playing the role of father. He's telling Jamir to call his mother and scolding Jamar for throwing a quarter down the street, taking them to movies and making sure they go to bed on time.

While working out in the garage, Kemp says he used to go to bars, to clubs, to parties. He knows the concept of him as a family man sounds out of place, but he insists his family is his club now.

"It's made a big difference,'' Kemp says. "My lifestyle is probably not quite what people would expect it to be. Even then, it wasn't.''

Together, he and Marvena are staples at basketball camps and youth clinics in the Seattle area. That's another side of Kemp most people don't know. Children in Seattle used to call him "Santa Kemp.''

Marvena runs the Marvin Thomas Memorial Foundation in honor of her late father, and Kemp and his inner circle run his own foundation.

"People don't have a concept of how much Shawn does in the community,'' says Willie Austin, who has run the Austin Foundation for the last 12 years, teaching youth about life and sports. "Shawn is the kind of person that, if you call him up and say, 'Shawn, we need you here,' Shawn will show up.''

Kemp remembers growing up in rough neighborhoods in Elkhart, Ind., when players came to clinics, pulling up in a Mercedes Benz for 20 minutes while the local television cameras rolled, then leaving. Kemp hated that. They weren't real. He wants to be.

"I'm not going to sit here and tell anybody I haven't had difficulties in my life, haven't made any bad decisions,'' Kemp says. "But to sit back and consider myself a bad person or not doing something positive, it's so untrue. I'm all for doing positive. I've worked in the community. My wife, she's spending her life basically giving back to the community. That's something that we take pretty seriously, man.

"I've done did enough bad things. If they can pick up one thing from me, I'll be all right with that.''

Combine all of it. Building a family. Securing his financial future. Stepping away from basketball. Working in the community. Understanding the importance of a family. That's why Kemp believes he's different now. Will that change anybody's mind?

"It's like I've always told him,'' Dutt says. "Until he gets it, it doesn't matter how many other people get it.''

A setback in Shoreline

Why come back? Because the early-morning hours of April 4 only add to skepticism.

Two days before Kemp was arrested in Shoreline, he's standing in front of a group of Garfield students, telling them to stay out of trouble. At the time, he's also helping coach his son's club team in SeaTac.

King County case number 05-093767 details the rest. Kemp was sitting with his longtime friend, Gavin Jones, in Kemp's Chevrolet Zodiac — a "big, super-semi-looking truck,'' he says.

Scott Dery, a King County sheriff's deputy, noticed the truck behind a Brown Bear Car Wash on Aurora. Kemp says they were coming from a nearby lake and stopped to clean out the car. He says there were cars on either side of his. He's speaking with regret, but also says police picked his car out of a crowded parking lot, a notion that differs with the police report.

Kemp says he knew there was marijuana in the car, but not cocaine. Had he known the contents of a bag in his front seat — more than 60 grams of marijuana, 1.2 grams of cocaine, a stun gun, a 9-millimeter handgun, pepper spray and Piña Colada tobacco wraps, among other items — Kemp says he wouldn't have allowed a search. He also says he wasn't smoking any pot, although the police report differs, saying, "Kemp indicated that they had smoked some earlier.''

Jones took responsibility for the drugs, but prosecutors charged both with attempted possession of more than 40 grams of marijuana and attempted possession of cocaine. Both pled guilty to gross misdemeanors, Kemp for attempted possession of marijuana only. He served five days of house arrest and returned to Houston. His most poignant memory during that time? The kids he spoke to two days before the arrest.

"I felt like I cheated the kids,'' he says. "That was a tough deal for me. That situation there probably made me get more focused on my life than I have been in 10 years or so. As bad as I hated it, I'll probably be thankful for it 10 years from now.''

The morning after he trudged home from jail, he gathered his children in an upstairs bedroom.

He told them he grew up around trouble. He told them he has learned from this situation, learned to trust himself and not necessarily trust his friends. He told them he has never been in trouble in 35 years. He told them it will be another 35 before it happens again.

Kemp's inner circle — Dutt, the agent; Scott Boatman, the lawyer; Brian Zaplac and Mike Wertheim, his business partners; and a handful of friends and family — say loyalty is his greatest strength and his greatest weakness. None of that inner circle left when Kemp fell out of the NBA. Dutt says their relationship is more father-son than agent-client.

"You can't be everything to everybody, and I'm not sure Shawn ever learned that,'' says Bernie Bickerstaff, the man who drafted Kemp. "That might be to his detriment. There was no pretense about Shawn. None whatsoever. When he was loyal, he was the most loyal guy ever. He has reason to be [mistrustful]. He had to learn not to trust people.''

Kemp agrees with his inner circle in that respect. He says he's not a big drinker, never has been. He won't talk about his drug use when asked about rehab, and claims there was never a major problem there, either. His problems, Kemp says, came from managing [or mismanaging] his life.

"This man has paid a dear price for the mistakes he's made,'' Dutt says. "There were huge, huge consequences. Millions of dollars in consequences. To live your life under a microscope like that — sometimes he used the wrong methods to get away.''

Looking back, Kemp calls his arrest the "calling card'' for the comeback. He was already working out, considering his options, but the arrest "put everything in overdrive.''

"I took it like this, man,'' Kemp says. "I was glad that happened because it really made me focus more.''

Problem is, the timing couldn't have been worse. Here's Dutt, talking to NBA general managers and coaches, telling them Kemp has changed his life. And there's Kemp, hands cuffed, giving NBA teams and skeptics another there-goes-Shawn-Kemp story for their water coolers.

Two months later, there's a copy of Justice Magazine on Kemp's living-room table. Jamar points at the banner headline — "Stars behind bars" — and wonders if his father made it in the issue.

Kemp clenches his teeth at the suggestion and patiently reiterates to his son that it won't happen again. But the arrest also serves a higher purpose on Kemp's path to a life lived better than before. It's not just about Kemp anymore. It's about doing right by his family, by his inner circle and by his legacy. Like the way things were at the top of the hill.

"The last couple of years Shawn has wanted to focus just on himself and his family,'' says Boatman, his attorney. "Making sure he was in the right place. That's what's so upsetting about his situation in Seattle — it's a setback for him on that path.''

Still loving Seattle

Why come back? Because of what it felt like in 1996.

Never mind that Sonics fans booed 19-year-old Kemp "something terrible'' on draft day in 1989.

"That scared me a little bit, man,'' Kemp says. "I was pretty confident that I was going to be able to turn some of them into cheers. I didn't know how fast.''

Seattle was the setting for the beginning of the legacy Kemp wants now. The decline happened so quickly, it's easy to forget that Kemp once held this city in the palm of his oversized hand.

Bickerstaff, then the Sonics' coach, could see the talent, the way Kemp jumped three or four times before other players could jump once, the explosive dunks, even maturity the Sonics didn't expect at first. They bring in Brad Sellers to mentor Kemp. By the end of the first month, Bickerstaff wonders why Kemp isn't doing the mentoring.

Kemp takes to running up a hill past Broadway on the side of I-5. His reputation goes national against Golden State in the 1992 playoffs, and he establishes himself as a possible Hall of Famer in the 1996 NBA Finals against the Chicago Bulls.

The Finals featured Michael Jordan, Scottie Pippen, Dennis Rodman, Gary Payton and Detlef Schrempf. And Kemp, who just might have outplayed them all.

"He was the best player on the court,'' Karl says. "No one can say he wasn't.''

"I sit back today, and I look at TV,'' Kemp says, "and I see how they talk about Karl Malone, I see how they talk about Charles Barkley. And I know the look in those guys' eyes when they used to walk out on the court to guard me. To see the fear in those guys' eyes because they knew what they had to deal with.''

Kemp sounds wistful looking back at this period of his NBA career. He also expresses, for the first time, regret over leaving the Sonics and the circumstances that surrounded his departure.

During a midseason game in 1997, Kemp watched Jim McIlvaine block seven shots off the bench against the Washington Bullets. He says he turned to the coaching staff and implored them to sign the big man to a long-term deal.

"Now,'' Kemp says, "that don't mean go give the big man all the damn money we got. It's not his fault they opened up the vault and gave him all the money. I would have done the same thing. We're still friends, and I tell him that all the time.''

By then, Kemp's relationship with Karl and the Sonics is already starting to unravel. His dunks are replaced with chronic truancy. Peter Vecsey drops a column in the New York Post alleging Kemp's drinking problem, quoting inside sources. Kemp's people have his teammates sign an affidavit saying none of them said anything.

The Sonics ink Payton for $87.5 million and McIlvaine for $33.6 million in the summer of 1997. Dutt says the Sonics told him to accept the fact that Kemp's timing is poor, that he's never going to make the money he expects to.

"Everybody can't be trouble-free,'' Payton says recently. "He had a career. Nobody can take that away for him. You might say it could have went this way or that way, but it didn't.''

That summer, Kemp goes on ESPN and says he will never again put on a Sonics uniform. He was at the top of the hill, standing tall, thrusting his chest, king of his own universe and maybe everybody else's.

He's doing the same thing now in his Houston home, puffing his chest and boasting about his back-to-back destruction of Barkley and Rodman in the 1996 playoffs. Kemp says he doesn't regret leaving Seattle. Then later, he says that he and the Sonics both regret it. His eyes burn straight ahead. What's worse, in Kemp's mind, is that the Sonics didn't win a championship in the early 1990s when they were built to.

"We failed," Kemp says. "As players, we really failed."In the next breath, his disappointment fades. The smile returns. This is the way he wants you to remember him.

Shawn Kemp is standing at the bottom of the hill again, lean and looking for a chance.

The first ending to his basketball career embarrasses him. He admits playing his last four years without his trademark vertical leap. He says he weighs 280 pounds now, says he hasn't jumped this high in five years and hasn't been this fit since his Sonics days. He notes that he has never been seriously injured, that he's only 35 years old and rested from two years off.

He's doing 500 crunches a day, jumping enough rope to make a boxer proud and working with a trainer, Roberto Carmenati, on his basketball skills. After a few workouts earlier this month, Carmenati says Kemp is at 85 to 90 percent of the player he was in 1996.As Kemp tries to sell his comeback, he knows the questions will still be there, swirling around it like a cloud. The difference, Kemp says, is he's at peace with the long odds, with the curious glances and jokes about his past. He jokes that he might come back with a different jersey number and a mask on his face. The better to fool people into forgetting about his mishaps.

Kemp even rescinds his earlier comments about playing for the Sonics.

"Never say never,'' he says. "I'm not ever going to say never anymore.''

Kemp is smiling now. The smile suggests happiness. The definition in his arms suggests he's on his way back. The cars and the kids and the waterfall suggest that he's content.

With life, maybe. But not with his legacy.

Kemp continues to swear this comeback has nothing to do with money. For proof, he offers to let teams pay him after the season's over, based entirely on performance. Or play in Europe, if necessary.

This comeback is about Kemp, about his family and his inner circle, about the way he wants to be remembered. Asked if he deserves to be in the Hall of Fame, Kemp points to his play against Malone and Barkley.

He says he's not asking to be recognized that way, then says "videotape don't lie. But obviously, I've had some off-the-court issues.''

He says the NBA "doesn't owe me jack.'' And then says, "I do deserve a chance."

"I know what it took back in 1989 to go from the situation I was in, no college experience, and to play the way I did and work for what I got,'' Kemp says. "Without a championship, I'd be like anybody else who didn't make it. There would be a little question mark left after. Woulda, coulda, shoulda.''

The question is which team, if any, will take a chance on Kemp. Mike Fratello, his first coach in Cleveland, says he won't "place it outside the realm of possibility.'' Dutt says five or six teams have already shown interest. Seattle isn't one of them. Their first question?

"How much does he weigh?''

Ultimately, the decision is out of Kemp's hands. He says he's going to diet on oatmeal three times a day for the next three months, continue working out, and then "something positive is going to happen. Somebody is going to come knocking. Somebody is going to hit the jackpot.''

"I just don't know,'' says Bickerstaff, now general manager and coach of the Charlotte Bobcats. "What he needs to do right now is straighten out his life. At some point, you have to get on with your life. Basketball has been great for him. It's been a great means to an end. Sometimes, you have to make that decision — where do I go from here?''

Thing is, Kemp believes his life is already straightened out. His family, his finances and his perspective are in order. His legacy is not.

He's at the bottom of the hill again, back where he started. Staring at the top.

"Is his story a sad story?'' Dutt asks, before answering with an emphatic no. "It's far from sad. He's happy and content and can live his life this way forever. A lot of people would probably say that it was sad. And yes, there are sad parts. But I'd tell him all along, I don't think he's written the ending of his book, of his life in basketball.''

Kemp is leaving the house, the toys and the lifestyle behind.

The hill awaits.

SHAWN KEMP'S TAKE:

| On former teammates |

"I was blessed to play alongside a lot of good guys in my

career in Seattle.

If I had to pick one player outside of Gary Payton to ever play with again,

it would be Detlef Schrempf. I always looked up to Detlef, and I took a lot

from him."

| On NBA and NFL executive Bob Whitsitt |

"Bob Whitsitt is my guy, man. I love him to death. They can say what they want about Bob, but there's one thing for sure,

he knows talent.

And he's going to get talent. It's up to the players to figure

out how good they want to be."

| On the current state of the NBA |

"To be honest with you, the game

they're playing out there right now, until they get toward the playoffs, it's really not that exciting."

| On the Sports Illustrated story |

"The baby joint?

I'm not going to do any of my kids like that. That's a real negative thing.

Right now, I'm a married man. My wife don't want

to hear about that."

| On the media |

"I think every athlete out there should expect for them to build you up to tear your ass down. Because that's what's going to happen."

| On working with kids |

"I can teach as much as their schoolteacher. But if there's one or two things that I can show them or maybe just give them the confidence to do something later on in life, that's really more of what I'm about."

| On his playing style |

"I wasn't doing that stuff to be fancy. That stuff was done straight out of emotion."

| On his peak |

"To let people know, my peak was never with the Seattle SuperSonics. My peak came the year after I left Seattle with the Cleveland Cavaliers. That was the best year that I ever had playing basketball. I played with six or seven rookies, and we made the playoffs."

| On his comeback |

"If every basketball team in this world called tomorrow and said, 'We won't take you,' that would be fine with me. And I'll tell you what: I'll still get up and run that damn hill. I'll still do it. Because I'll never put that weight back on again."

I'd like to see Kemp back in the NBA. If he gets himself in shape, I could see him being a productive player for 10 minutes a game. He had a nice little midrange jumper and some post moves and with his size, somebody might take a chance.

I always liked Kemp. I wish him the best in his attempt to comeback and hopefully he rededicates himself and gets back to being healthy and hopefully play basketball. Its to bad is life got consumed with the drugs, the weight problems and the illegitimate kids. I don't he can overcome that image very easily, but I wish him well.

His legacy is that of a player with the talent to be one of the best power forwards of all time, but got caught up in things that got his career off track.

It's a shame because for more than a few years, he was playing HOF basketball.

Is it too late to repair his legacy? Probably so, but playing a few more years clean and productive won't do anything to hurt it. Hell, imagine him playing well in some meaningful playoff games for a contender, that could be huge for his image and how people remember him when he retires for good.

How about a 6 time All Star who was among the games very best power forwards in the 1990's??

He was a 3 time All NBA Selection and helped lead the Seattle Sonics to the 1996 Western Conference Championship. People still talk about his phenomenal performance in those 96 NBA Finals vs Chicago.

He averaged 16.4 PPG and 9.54 RPG through his first 9 seasons and was one of the games most explosive players and certainly one of its most gifted athletes. His numbers went up in the playoffs during his first 9 seasons (19PPG;11RPG) as he along with Gary Payton and George Karl made Seattle one of the leagues best teams for nearly a decade.

His play in the mid-late 90's had him possibly headed to the Hall of Fame. No doubt about that.

When people compare one of today's stars, Amare Stoudamire and his athletic gifts to you and your abilities - I'd say you made an impression.

I agree RichB Kemp was a great player, I am not arguing against that. Unfortunately, his "legacy" will shortchange him. Kemp played high school ball 30 minutes from where I live now, I watched him win an Indiana State Championship (before the evil class system took over in our state) and I remember wondering what kind of career he would have in the NBA. Too bad he will be remembered for what could have been instead of what should have been.

Maybe to YOU...Falcone-he is a failure. To me - He is a guy who got too much too fast and is trying to redeem himself the only way he knows how. As we all know every sport has cases like this. And outside of sports as well.

In my lifetime , I have never known a perfect person.And Falcone I am sure you have not either. And the ONLY perfect person I have ever heard about was put on a cross 2000 years ago.

So if the MAN gets the chance to prove in the Great Game of life and receives a second chance to return I will tip my hat to the MAN.

Maybe to YOU...Falcone-he is a failure. To me - He is a guy who got too much too fast and is trying to redeem himself the only way he knows how. As we all know every sport has cases like this. And outside of sports as well.

In my lifetime , I have never known a perfect person.And Falcone I am sure you have not either. And the ONLY perfect person I have ever heard about was put on a cross 2000 years ago.

So if the MAN gets the chance to prove in the Great Game of life and receives a second chance to return I will tip my hat to the MAN.

I know the Spurs would not consider him- but it would be nice.

If you look at any of my posts I never claimed to be a perfect person nor have I claimed to be on some unattainable high horse. In fact, if you took time to read the above I have said that I knew from Kemp's high school career (which I witnessed firsthand), that he had the potential to be a great player. You are right, he got too much too fast.

I hope he is somehow able to salvage his career, his image and his life. But I simply think that it is too little too late. He will be known for what he could have been. I am simply stating my opinion, which we all have opinions in this "great game of life" you refer to.

As for who was put on the cross 2000 years ago, I agree with you on that point as well. Jesus was and is the only perfect bing to walk on this Earth. Thank God for that.